ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY
LOCAL DEVELOPMENT CORPORATION
Resolution No. LDC-15-10-22
Governance Committee Review: September 24, 2015
October 22, 2015
AUTHORIZING AMENDMENTS TO THE BYLAWS OF THE
ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY
LOCAL DEVELOPMENT CORPORATION
WHEREAS, the St. Lawrence County Industrial Development Agency Local Development
Corporation (“SLCIDA-LDC”) has caused to be created a Governance Committee which is responsible
for, among other things, the review of SLCIDA-LDC’s governance practices and to recommend bylaws
which include rules and procedures for conduct of business, and
WHEREAS, the Governance Committee has conducted a comprehensive review of the
SLCIDA-LDC’s bylaws to determine whether any existing provisions should be updated or revised, and
WHEREAS, the Governance Committee has prepared a report for the Board Members of the
SLCIDA-LDC describing the issues it considered and the changes it recommends, and
WHEREAS, pursuant to and in compliance with SLCIDA-LDC’s current bylaws, specifically,
Article VII: Amendments, Section 1. Amendments to Bylaws, the Board Members of the SLCIDA-LDC
have been given written notice of the meeting to amend these bylaws,
NOW, THEREFORE, BE IT RESOLVED that the Board Members of the St. Lawrence
County Industrial Development Agency Local Development Corporation, having reviewed the proposed
changes to its bylaws as recommended by the Governance Committee, do hereby approve the
amendments to the St. Lawrence County Industrial Development Agency Local Development
Corporation’s Bylaws, attached hereto.
Move:
Second:
VOTE
Blevins
Burke
Hall
LaBaff
McMahon
Staples
Weekes
Hall
LaBaff
AYE
X
X
X
X
X
X
NAY
ABSTAIN
ABSENT
X
I HEREBY CERTIFY that I have compared this copy of this
Resolution with the original record in this office, and that the
same is a correct transcript thereof and of the whole of said
original record.
/s/
Lori Sibley
October 22, 2015
BYLAWS OF THE
ST LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY
LOCAL DEVELOPMENT CORPORATION
Approved and Adopted on October 22, 2015
Resolution No.: LDC-15-10-22
ARTICLE I:
THE CORPORATION
Section 1.
Name. The name of the organization shall be "St. Lawrence County Industrial
Development Agency Local Development Corporation" (hereinafter the “SLCIDALDC”)
Section 2.
Seal. The seal of the SLCIDA-LDC shall be in the form of a circle and shall bear the
name of the SLCIDA-LDC and the year of its organization.
Section 3.
Office. The office of the SLCIDA-LDC shall be at Canton, New York, in the County
of St. Lawrence, New York, but the SLCIDA-LDC may have other offices at such
other places as the SLCIDA-LDC may, from time to time, designate by resolution.
ARTICLE II:
BOARD MEMBERS
Section 1.
Membership. The SLCIDA-LDC shall consist of not fewer than seven ex officio
members (“Members”) who shall be the Board members of the St. Lawrence County
Industrial Development Agency (hereinafter, the “SLCIDA”).
Section 2.
Term. Each board member shall serve terms concurrent with their terms of
appointment to the SLCIDA.
Section 3.
By acceptance of membership to the SLCIDA-LDC Board, members agree with each
other and with the SLCIDA-LDC that the SLCIDA-LDC shall be a non-profit
organization, and all income and earnings of the SLCIDA-LDC shall be used
exclusively for its corporate purposes or shall accrue and be paid to the SLCIDA. No
part of the income or earnings of the SLCIDA-LDC shall inure to the benefit or profit
of, no shall any distribution of its property or assets be made to, any member during
his/her term of office.
Section 4.
Chairman. The Chairman of the SLCIDA shall serve as the Chairman of the
SLCIDA-LDC. The Chairman shall preside at all meetings of the SLCIDA-LDC. The
Chairman shall have the general powers and duties which usually pertain to this office
and shall perform all such other duties as are properly required of him by the SLCIDALDC Board, the SLCIDA-LDC Bylaws or by rules and regulations of the SLCIDALDC. Except as otherwise authorized by resolution of the Board, the Chairman shall
sign all agreements, contracts, deeds and any other, instruments of the SLCIDA-LDC.
At each meeting the Chairman shall submit such recommendations and information
as he may consider proper concerning the business, affairs and policies of the
SLCIDA-LDC. The Chairman shall appoint committee members and assign
chairmanship roles for each committee.
Section 5.
Vice Chairman. The Vice Chairman of the SLCIDA shall serve as the Vice Chairman
of the SLCIDA-LDC. The Vice-Chairman shall have the general powers and duties
which usually pertain to this office and shall perform all such other duties as are
properly required of him by the SLCIDA-LDC Board. The Vice Chairman shall
perform the duties of the Chairman in the absence, incapacity or request of the
Chairman; and in case of the resignation or death of the Chairman, the Vice Chairman
shall perform such duties as are imposed on the Chairman until such time as the
SLCIDA shall appoint a new Chairman.
Section 6.
Independence. As soon as is practicable and in compliance with Public Authority
Law (“PAL”), the majority of the Members of the Board shall be Independent
Members, as such term is defined in PAL, Section 2825.
Section 7.
Training. All Board Members shall, within one (1) year of their appointment to this
board, participate in training approved by New York State regarding their legal
fiduciary and ethical responsibilities. All Board Members shall participate in such
continuous training as may be required to remain informed of best practices, regulatory
and statutory changes relating to the effective oversight of the management and
financial activities of the SLCIDA-LDC and to adhere to the highest standards of
responsible governance.
ARTICLE III:
OFFICERS
Section 1.
Officers. The officers of the SLCIDA-LDC shall be a President/Chief Executive
Officer, a Secretary, and a Vice-President/Chief Financial Officer.
Section 2.
President/Chief Executive Officer. The President/Chief Executive Officer
(hereinafter, the “CEO”) shall not be a board member of the SLCIDA-LDC. The
CEO shall perform the day-to-day functions of the SLCIDA-LDC as directed by the
SLCIDA-LDC Board, the SLCIDA-LDC Bylaws or by rules and regulations of the
SLCIDA-LDC or the State of New York. The CEO is appointed by the SLCIDALDC Board and has general supervision over the administration of business and affairs
of the SLCIDA-LDC and shall be in charge of all SLCIDA-LDC projects. The CEO
shall serve as the SLCIDA-LDC’s Contracting Officer for the disposition of real and
personal property of the SLCIDA-LDC in accordance with the provisions of PAL.
The CEO shall serve as the SLCIDA-LDC’s Compliance Officer for the purposes of
ensuring the SLCIDA-LDC’s compliance with the applicable provisions of PAL. The
CEO shall perform other duties as usually pertain to his office or as are properly
required of him by the SLCIDA-LDC board, the SLCIDA-LDC Bylaws, or by rules
and regulations of the SLCIDA-LDC or the State of New York. The CEO may act
for the Vice-President/Chief Financial Officer in his/her absence.
Section 3.
Secretary. The Secretary of the SLCIDA shall serve as Secretary of the SLCIDALDC. The Secretary shall keep all records of the SLCIDA-LDC, shall act as Secretary
at the meetings of the Board and shall keep record of all votes, and shall record the
proceedings of the Board in a journal of proceedings to be kept for such purpose, and
shall perform all duties incident to his office. The Secretary shall keep in safe custody
the seal of the SLCIDA-LDC and shall have the power to affix such seal to and sign
such instruments as require the seal and his signature, and shall perform other duties
as usually pertain to his office or as are properly required of him by the SLCIDA-LDC
Board, the SLCIDA-LDC Bylaws, or by rules and regulations of the SLCIDA-LDC.
Section 4.
Vice-President/Chief Financial Officer. The Vice-President/Chief Financial
Officer (hereinafter, the “CFO”) shall not be a board member of the SLCIDA-LDC.
The CFO shall have the care and custody of all funds of the SLCIDA-LDC and shall
deposit the same in the name of the SLCIDA-LDC in such bank or banks as the
SLCIDA-LDC may select. Except as otherwise authorized by resolution of the
SLCIDA-LDC, the CFO shall sign all instruments of indebtedness, all orders, and all
checks for the payment of money; and shall pay out and disburse such moneys under
the direction of the SLCIDA-LDC. Except as otherwise authorized by resolution of
the SLCIDA-LDC, all such instruments of indebtedness, orders and checks shall be
counter-signed by the Chairman. The CFO shall keep regular books of accounts
showing receipts and expenditures, and shall render to the SLCIDA-LDC at each
regular meeting an account of his transactions and also of the financial condition of
the SLCIDA-LDC. The CFO shall give such bond for the faithful performance of his
duties as the SLCIDA-LDC may determine. The CFO shall serve as the SLCIDALDC’s Records Access Officer in accordance with the provisions of New York State
Public Officers Law, Article 6. The CFO shall perform other duties as usually pertain
to his office or as are properly required of him by the SLCIDA-LDC Board, the
SLCIDA-LDC Bylaws, or by rules and regulations of the SLCIDA-LDC or the State
of New York.
Section 5.
Appointment of Officers. All officers of the SLCIDA-LDC shall be appointed at the
annual meeting of the Board and shall hold office for one year or until their successors
are appointed.
Section 6.
Vacancies. Should any office become vacant, the Board shall appoint a successor at
the next regular meeting, and such appointment shall be for the unexpired term of said
office.
ARTICLE IV:
Section 1.
ADDITIONAL PERSONNEL
The SLCIDA-LDC may from time to time, employ such personnel as it deems
necessary to exercise its powers, duties and functions as prescribed by the Public
Authority Law, as may be amended from time to time, and all other laws of the State
of New York applicable thereto. The selection and compensation of all personnel shall
be determined by the SLCIDA-LDC subject to the laws of the State of New York.
ARTICLE V:
MEETINGS
Section 1.
Annual Meeting. The Annual Meeting of the SLCIDA-LDC shall be on the same day
and location as the Annual Meeting of the SLCIDA as announced by its Chairman. The
SLCIDA-LDC Annual Meeting will be held in conjunction with the Annual Meeting of
the SLCIDA. The notice of the Annual Meeting shall comply with the rules and
regulations outlined in Public Officers Law and SLCIDA-LDC policy.
Section 2.
Regular Meetings. Regular meetings of the SLCIDA-LDC shall be determined by
the CEO in conjunction with the Chairman. All members of record entitled to vote at
the meeting shall be notified by mail, facsimile or electronic mailing not less than seven
(7) days before such meeting. The notices of Regular meetings shall comply with the
rules and regulations outlined in Public Officers Law, Article 7 and SLCIDA-LDC
policy.
Section 3.
Special Meetings. The Chairman of the SLCIDA-LDC may, when he/she deems it
desirable, and shall, upon the written request of two members of the SLCIDA-LDC,
call a special meeting of the SLCIDA-LDC for the purpose of transacting any business
designated in the call. The call for a Special Meeting may be delivered to each member
of the SLCIDA-LDC, may be mailed to the business or home address or may be
electronically mailed to each member of the SLCIDA-LDC, at least two days prior to
the date of such special meeting. Waivers of notice may be signed by any members
failing to receive a proper notice. At such Special Meeting no business shall be
considered other than as designated in the call, but if all the members of the SLCIDALDC are present at a Special Meeting, with or without notice thereof, any and all
business may be transacted at such Special Meeting.
Section 4.
Quorum. At all meetings of the SLCIDA-LDC, a majority of the whole of the
membership of the SLCIDA-LDC shall constitute a quorum for the purpose of
transacting business; provided that a smaller number may meet and adjourn to some
other time, or until the quorum is obtained.
Section 5.
Order of Business. At the regular meetings of the SLCIDA-LDC, the following shall
be the order of business. The SLCIDA-LDC may, from time to time, revise the order of
business by mutual agreement at any meeting of the SLCIDA-LDC where a quorum is
present.
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
Roll Call
Determination of Quorum and Call to Order
Public Notice
Public Comment
Approval of Minutes
Financial Report
Reports of Committees
Staff Report
Old Business
New business
Executive Session
Adjournment
All resolutions shall be in writing and shall be copied in a journal of the proceedings of
the SLCIDA-LDC.
Section 6.
Manner of Voting. Except as otherwise provided by law or within these bylaws, the act
of the Board shall mean action taken at a meeting of the Board by a vote of a majority of
the whole of the membership of the SLCIDA-LDC at the time of the vote, if a quorum
is present at such time. The voting on all questions coming before the SLCIDA-LDC
shall be by roll call, and the yeas, nays and abstentions shall be entered on the minutes
of such meeting, except in the case of appointments when the vote may be by ballot.
Each member of the SLCIDA-LDC shall be entitled to one (1) vote.
Section 7.
Conflict of Interest and Abstention. Board members shall comply with the
SLCIDA-LDC’s “Conflicts of Interest” Policy.
ARTICLE VI:
FINANCES
Section 1.
Finances. No officers, agents or employees of the SLCIDA-LDC, alone or with
others, shall have the power to make any checks, notes, drafts or other negotiable
instruments in the name of the SLCIDA-LDC or to bind the SLCIDA-LDC thereby,
except as provided herein.
Section 2.
Fiscal Year. The Fiscal Year of the SLCIDA-LDC shall be the calendar year, unless
otherwise provided by the SLCIDA-LDC Board.
Section 3.
Audit of Records and Accounts. The SLCIDA-LDC shall annual secure a certified
audit of its financial records and accounts and shall file a copy of such certified audit
with the Legislature of the County of St. Lawrence within ninety (90) days after the
close of the SLCIDA-LDC’s fiscal year for its proceedings and activities during the
preceding fiscal year. In addition, the SLCIDA-LDC shall submit to the St. Lawrence
County Legislature an uncertified, internally-prepared statement of its financial records
and accounts as of the end of the sixth month of the SLCIDA-LDC’s fiscal year.
ARTICLE VII:
Section 1.
AMENDMENTS
Amendments to Bylaws. The Bylaws of the SLCIDA-LDC shall be amended only
with the approval of at least a majority of all of the members of the SLCIDA-LDC at
a regular or a special meeting, but no such amendment shall be adopted unless at least
seven days' written notice thereof has been previously given to all members of the
SLCIDA-LDC.
ARTICLE VIII: POLICIES & PROCEDURES
Section 1.
Projects to be Considered by the SLCIDA-LDC. It is the policy of the SLCIDALDC that any project which shall be considered by it shall conform to the letter and
spirit of its Certificate of Incorporation, including any amendments thereto from time
to time, and the Not For Profit Corporation Law of the State of New York.
Section 2.
Adoption of Rules, Regulations, Policies & Procedures. The SLCIDA-LDC, by
resolution, may adopt such rules, regulations, policies and procedures as it may deem
necessary and appropriate to the operation, so long as the same shall not be contrary
to these Bylaws, as they may be amended from time to time.